Intel accepts shares in tender offer for Wind River Systems

SANTA CLARA, USA: Intel Corp. announced that the initial offer period for its tender offer through its subsidiary, APC II Acquisition Corp. (APC II), for all outstanding shares of common stock, including rights to purchase shares of Series A Junior Participating Preferred Stock, of Wind River Systems Inc. for $11.50 per share expired at 12 a.m. EDT on July 9, 2009.

The depositary for the tender offer has advised Intel that, as of the expiration of the initial offering period, a total of approximately 69.0 million shares of Wind River common stock were validly tendered and not withdrawn (including approximately 6.4 million shares subject to guaranteed delivery procedures), representing approximately 89 percent of the outstanding shares of Wind River common stock. All shares that were validly tendered and not properly withdrawn during the initial offering period have been accepted for payment.

Intel also announced that it will commence through APC II a subsequent offering period to acquire all remaining shares of Wind River common stock, which will begin on July 10, 2009 and expire at 12 a.m. EDT on July 15, 2009, unless extended.

Any shares validly tendered during the subsequent offering period will be immediately accepted for payment, and tendering shareholders will promptly thereafter be paid of $11.50 per share, less any required withholding taxes, in cash and without interest, which is the same amount per share that was offered and paid in the initial offering period.

The subsequent offering period enables holders of shares of Wind River common stock who did not tender during the initial offering period to participate in the offer and receive the offer price on an expedited basis rather than waiting until the completion of the merger.

Shares tendered during the subsequent offering period cannot be delivered by the guaranteed delivery procedure and may not be withdrawn. In addition, shares validly tendered during the initial offering period may not be withdrawn during the subsequent offering period.

Following the expiration of the subsequent offering period, Intel intends to complete the acquisition of Wind River through what is known as a “short-form merger,” that is, without a vote or meeting of Wind River Systems Inc.’s remaining stockholders.

Following the merger, Wind River will become a wholly owned subsidiary of Intel, and each share of Wind River’s outstanding common stock will be cancelled and converted into the right to receive the same consideration, without interest, received by holders who tendered in the tender offer. Thereafter, Wind River common stock will cease to be traded on the NASDAQ Global Select Market.